Business Context and Reporting Period
This Form 8-K Current Report was filed by Rocky Mountain Chocolate Factory, Inc. on June 8, 2026. The filing addresses a change in the Company's independent registered public accounting firm. The Company is incorporated in Delaware and its common stock trades on the Nasdaq Capital Market under the symbol RMCF.
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the administrative change of the external auditor.
Material Changes
- Appointment of New Auditor: The Audit Committee approved the engagement of Rosenberg Rich Baker Berman, P.A. ("RRBB") as the independent registered public accounting firm for the fiscal year ending February 28, 2027.
- Dismissal of Prior Auditor: Effective June 8, 2026, the Committee approved the dismissal of CohnReznick LLP as the independent registered public accounting firm.
- Audit Opinion History: CohnReznick's reports for the fiscal years ended February 28, 2026, and February 28, 2025, did not contain adverse opinions or disclaimers. However, the reports included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
- Disagreements: The Company reported no disagreements with CohnReznick regarding accounting principles, financial statement disclosures, or auditing scope/procedures during the relevant periods.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the historical context of the going concern qualification noted in prior audit reports. The Company confirmed that no consultations were held with the new auditor (RRBB) regarding accounting principles or audit opinions prior to their engagement.
Investor Verification Checklist
- Verify the reasons for the dismissal of CohnReznick LLP and the selection of RRBB, particularly in light of the prior "substantial doubt" going concern qualification.
- Review the attached letter from CohnReznick LLP (Exhibit 16.1) to confirm their agreement with the disclosures regarding the change in auditors.
- Monitor upcoming financial filings (10-K or 10-Q) to assess whether the going concern qualification has been resolved or if financial stability has improved.
- Confirm the status of the Interim Chief Executive Officer, Jeffrey R. Geygan, and any potential leadership changes.